Earlier this year, to honor the retirement of former Manhattan Commercial Division Justice Shirley Werner Kornreich, we published a special retrospective of some of her most notable business divorce decisions. This month, two of her former colleagues, Manhattan Commercial Division Justices Eileen Bransten and Charles E. Ramos, are themselves retiring. Justice Bransten concludes 25 years a jurist; Justice Ramos, 35 years on the bench.

With the departure of these two judicial titans, we here at New York Business Divorce thought it fitting to take another stroll down memory lane with a retrospective of some of their most significant contributions to New York’s business divorce jurisprudence. As Justice Ramos is senior career-wise, he will go first.

Three Memorable Decisions from Justice Ramos

For Justice Ramos, we focus on three LLC cases.

In the first, Roni LLC v Arfa, Mem. Decision, Index No. 601224/2007 [Sup Ct, NY County Apr. 14, 2009], Justice Ramos considered the important, first-impression question of whether LLC “promoters” or “organizers” (those who form the entity) owe fiduciary duties to investors / future LLC members. Continue Reading A Fond Adieu to Two Giants of the Manhattan Commercial Division Bench

The removal of a limited partnership’s general partner for malfeasance, under the court’s general powers of equity, is a rarely exercised judicial remedy. A court’s replacement of the expelled general partner with a limited partner is even rarer. But that’s just what happened last month in Garber v. Stevens, Decision & Order, Index No. 601917/05 (Sup Ct NY County June 6, 2012), decided by Manhattan Commercial Division Justice Eileen Bransten (pictured).

It figures that Garber involves a relatively old (1974) limited partnership formed to hold ownership of a Brooklyn apartment building. This once-popular form of realty ownership involving passive investors largely has been eclipsed since the mid-1990’s by use of the limited liability company form, which is governed by a comparatively sophisticated and more flexible set of statutory default rules that may be varied or eliminated by agreement of the members.

The Garber partnership’s vintage also indicates that it is governed by the original Uniform Limited Partnership Act (ULPA) adopted by New York in 1922, which remained largely unchanged until 1991 when New York adopted the Revised Uniform Limited Partnership Act (RULPA). ULPA makes no reference to the removal power, whereas RULPA includes a provision (§121-402[c]) for removal of a general partner “as may be provided in the partnership agreement.”

Continue Reading The Court’s Equitable Power to Remove and Replace a Limited Partnership’s General Partner